Summary
The fact that you may need to register with state agencies like North Dakota Secretary of State is a sneaky misconception that many folks miss.
However, with the rise of remote work, states have begun cracking down and levying penalties for those who (unknowingly) fail to register.
If you're considering operating in North Dakota, use this guide to:
- Explore the that triggers the need to register with the North Dakota Secretary of State, including criteria such as physical presence, economic activity, and advertising efforts.
- Determine where and how to register with the North Dakota Secretary of State.
- Understand additional requirements such as Registered Agents, registration with other state departments, and ongoing annual reports.
What criteria would trigger the requirement to register with the North Dakota Secretary of State?
Key Factors
North Dakota uses a combination of factors to determine if your activities fall under their definition of doing business:
Physical Presence: The following indicate a physical presence in North Dakota:
- Having an office, store, warehouse, or other physical location.
- Having employees, representatives, or agents located in the state.
- Owning or leasing property (real estate or tangible property) within North Dakota.
Economic Activity: North Dakota also considers these activities as doing business:
- Selling goods or services to North Dakota customers (even via remote or online sales).
- Providing services within North Dakota.
- Regularly soliciting business or engaging in a significant number of transactions within the state.
Specific Examples of Doing Business in North Dakota
- Operating a physical store in North Dakota.
- Maintaining a warehouse or distribution center in North Dakota.
- Sending employees to provide on-site services to clients in North Dakota.
- Having a sales team that regularly visits North Dakota-based clients.
- Selling products to North Dakota residents through an online store or marketplace (especially if you hit certain sales thresholds).
Nexus and Remote Sellers
North Dakota has adopted rules specifically addressing "nexus" for remote sellers. If you're an online business with no physical presence in North Dakota, you may still create nexus and have to collect sales tax if you exceed either of these thresholds:
- $100,000 in gross sales into North Dakota in the current or previous calendar year.
- 200 or more separate transactions into North Dakota in the current or previous calendar year.
Where do I register, and what else is required?
North Dakota Secretary of State
- A Certificate of Good Standing is required
In addition:
A Registered Agent is required to serve as the company's physical in-state presence to receive important legal documents. Do not fall victim to the common misconception that you can leverage an in-state employee as your Registered Agent. It's far too risky.
You'll want to review the other registrations required in North Dakota. Here's a North Dakota specific guide we put together.
What is the registration fee?
The fee charged by North Dakota is $150 (if registration is needed).
How long does North Dakota usually take to process?
North Dakota usually takes approximately 1 - 2 weeks to process registrations.
What is required ongoing?
Each state has a complex schedule of required annual reports, which can vary by entity type. Let's take a look at North Dakota's:
C-Corporation
- Filing Date: Within two and a half months after the end of your fiscal year
- Filing Frequency: Annual
LLC
- Filing Date: within three months after the end of your fiscal year
- Filing Frequency: Annual
Non-Profit
- Filing Date: April 1 of the calendar year following incorporation or foreign qualification and biennially thereafter
- Filing Frequency: Biennial
There is an Easier Way
Automate registration and annual report tracking in AbstractOps.This guide should definitely help reduce some of the confusion for North Dakota. However, if you have multiple states to worry about, you may look to:
Automate state registrations and annual reports
Centralize email, snail mail, state ID’s, and registered agents, and
Take control of action items, eliminating risks before they become penalties.
Start the AbstractOps product demo to see how easy this can be.
Note: For the avoidance of doubt, nothing provided here shall contemplate, constitute or include tax or legal advice. Always double check with state agency websites for the most up-to-date requirements.
